Workday (NASDAQ: WDAY) boosts executive severance and bonus protections

Rhea-AI Filing Summary

Workday, Inc. updated its Executive Severance and Change in Control Policy to enhance benefits for participants who experience a Non-CIC Qualifying Termination. The amendment shortens the exclusion window for equity award acceleration from 12 months to 3 months before termination and revises severance bonus calculations. Affected executives may now receive a lump sum bonus equivalent for the prior fiscal year, assuming 100% individual performance and actual company goal achievement, plus a lump sum equal to one times their target bonus for the year of termination, pro rated, in each case reduced by any prior bonus payments. All other policy provisions remain unchanged.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity exclusion period: 12 months to 3 months Prior-year bonus assumption: 100% individual performance Current-year severance bonus multiple: 1x target bonus

3 metrics

Equity exclusion period 12 months to 3 months Look-back window for excluding recent equity awards from acceleration

Prior-year bonus assumption 100% individual performance Used to calculate lump sum prior-year bonus on termination

Current-year severance bonus multiple 1x target bonus Lump sum cash payment for year of termination, pro rata

Key Terms

Non-CIC Qualifying Termination, Executive Severance and Change in Control Policy, lump sum cash payment, target bonus

4 terms

Non-CIC Qualifying Termination financial

"benefits in the event of a participant’s Non-CIC Qualifying Termination"

Executive Severance and Change in Control Policy financial

"amended and restated the Workday, Inc. Executive Severance and Change in Control Policy"

lump sum cash payment financial

"a lump sum cash payment equivalent to one times the participant’s target bonus"

target bonus financial

"one times the participant’s target bonus for the fiscal year in which the participant’s termination occurs"

Understanding 8-K Material Events →

0001327811FALSE00013278112026-04-202026-04-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 20, 2026

WORKDAY, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-35680			20-2480422
(State or other jurisdiction of incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

6110 Stoneridge Mall Road

Pleasanton, California 94588

(Address of principal executive offices)

Registrant’s telephone number, including area code: (925) 951-9000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class A Common Stock, par value $0.001			WDAY			The Nasdaq Stock Market LLC
						(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 20, 2026, the Board of Directors of Workday, Inc. (“Workday”) amended and restated the Workday, Inc. Executive Severance and Change in Control Policy (the “Policy”). The purpose of the amendments to the Policy (the “Amendments”) is to revise and provide the following benefits in the event of a participant’s Non-CIC Qualifying Termination (as defined in the Policy):

•the reduction of the time period for the exclusion of equity awards from the acceleration benefit set forth in the Policy from awards granted within the twelve (12) months immediately prior to the date of the participant’s termination to awards granted within the three (3) months immediately prior to the date of the participant’s termination; and

•a change to the calculation of the lump sum cash payment provided to the participant in Section (i)(b) or (ii)(b) of the Section entitled Benefits Upon a Non-CIC Qualifying Termination such that:

◦if the termination occurs after the end of the prior fiscal year but before the payout date of the annual bonus for such prior fiscal year, a lump sum bonus equivalent payment for the prior fiscal year, based on an individual performance percentage of 100% and actual achievement of the company’s performance goals, minus any portion of the annual bonus paid to the participant for the prior fiscal year; and

◦a lump sum cash payment equivalent to one times the participant’s target bonus for the fiscal year in which the participant’s termination occurs, pro rata based on the date of the termination, minus any portion of the annual bonus paid to the participant for the prior fiscal year.

Other than the Amendments, the compensation and benefits provided under the Policy are unchanged, and a description of the Policy has been previously included in the Forms 8-K filed by Workday on November 26, 2024, and December 1, 2023.

The above description of the Policy, as amended by the Amendments, does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy, as amended by the Amendments, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 – Financial Statements and Exhibits

Exhibit Number						Description
10.1						Workday, Inc. Executive Severance and Change in Control Policy, as amended

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 24, 2026

Workday, Inc.

/s/ Richard H. Sauer

Richard H. Sauer
Chief Legal Officer, Head of Corporate Affairs, and Corporate Secretary

FAQ

What did Workday (WDAY) change in its executive severance policy?

Workday amended its Executive Severance and Change in Control Policy to improve benefits for Non-CIC Qualifying Terminations, mainly by shortening equity award exclusion periods and revising cash severance bonus calculations tied to prior and current fiscal year bonuses.

How did Workday (WDAY) modify equity award acceleration for executives?

Workday reduced the look-back period that excludes recent equity awards from acceleration. Instead of excluding grants from the prior 12 months, only awards granted within three months before a Non-CIC Qualifying Termination are excluded from the policy’s equity acceleration benefit.

How are prior-year bonuses treated under Workday’s revised severance policy?

If termination occurs after a fiscal year-end but before that year’s bonus payout, the executive receives a lump sum bonus equivalent for that prior year, assuming 100% individual performance and actual company goal achievement, reduced by any bonus already paid for that year.

What severance bonus does an executive get for the year of termination at Workday (WDAY)?

For the fiscal year in which termination occurs, an executive is entitled to a lump sum cash payment equal to one times their target bonus, pro rated to the termination date and reduced by any annual bonus already paid for the prior fiscal year under the policy.

Does the amendment affect all terms of Workday’s Executive Severance and Change in Control Policy?

The filing states that only the described amendments apply. Aside from the revised equity acceleration window and updated bonus-related cash payments for Non-CIC Qualifying Terminations, the compensation and benefits under Workday’s Executive Severance and Change in Control Policy remain unchanged.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 59.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB